8-K - OSBC - Equibles

United States

Securities And Exchange Commission Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2025

(Exact name of registrant as specified in its charter)


Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

37 South River Street Aurora , Illinois **** 60507 (Address of principal executive offices) (Zip code)

(630) 892-0202(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ **** Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

<br><br>
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OSBC	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01	Other Events.

On May 22, 2025, Old Second Bancorp, Inc. (“Old Second”) announced that it received regulatory approvals for its previously announced merger with Bancorp Financial, Inc. (“Bancorp Financial”).

A dditional Information About the Merger and Where to Find It

This communication is being made in respect of the proposed merger transaction between Old Second and Bancorp Financial. In connection with the proposed merger, Old Second filed a Registration Statement on Form S-4 (Registration No. 333-286687) with the Securities and Exchange Commission (“SEC”) on April 23, 2025, which was subsequently amended and declared effective on May 8, 2025. The Registration Statement includes a Proxy Statement of Bancorp Financial and a Prospectus of Old Second, together with other relevant documents regarding the proposed merger. A definitive Proxy Statement/Prospectus was mailed to Bancorp Financial stockholders on or around May 15, 2025, in connection with the solicitation of stockholder approval for the transaction.

INVESTORS AND STOCKHOLDERS OF BANCORP FINANCIAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old Second, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old Second by accessing Old Second’s investor relations website, https://investors.oldsecond.com, under the heading “SEC Filings” or by directing a request to Old Second Shareholder Relations Manager, Shirley Cantrell, at Old Second Bancorp, Inc., 37 S. River St., Aurora, Illinois 60507, by calling 630-906-2303 or by sending an e-mail to scantrell@oldsecond.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Participants in the Solicitation

Old Second and Bancorp Financial and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Bancorp Financial’s stockholders in connection with the proposed merger. Information regarding Old Second’s directors and executive officers is contained in Old Second’s definitive proxy statement on Schedule 14A, dated April 18, 2025 and in certain of its Current Reports on Form 8-K, which are filed with the SEC. Additional information regarding the interests of the participants in the solicitation and other persons who may be deemed participants in the proposed merger is included in the Registration Statement on Form S-4, as amended (File No. 333-286687), which was declared effective by the SEC on May 8, 2025. The Prospectus included in the Rule 424(b)(3) filings, dated May 8, 2025 and May 15, 2025, contains the Proxy Statement/Prospectus for the proposed merger. Free copies of these documents may be obtained as described in the preceding section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Exhibit
99.1		Press release dated May 22, 2025

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	OLD SECOND BANCORP, INC.


Dated: May 22, 2025	By:	/s/ Bradley S. Adams
		Bradley S. Adams
		Executive Vice President,<br><br>Chief Operating Officer and
		Chief Financial Officer



(NASDAQ:OSBC)		Exhibit 99.1

Contact:	Bradley S. Adams	For Immediate Release
	Executive Vice President,	May 22, 2025
	Chief Operating Officer and
	Chief Financial Officer
	(630) 906-5484

Old Second Bancorp, Inc. Announces Receipt of Regulatory Approvals to Complete its Merger Transaction with Bancorp Financial, Inc.

Aurora, Illinois May 22, 2025 - Old Second Bancorp, Inc. (Nasdaq: OSBC) (“Old Second”) announced today that it has received the required bank regulatory approvals to complete its previously announced merger with Oakbrook, IL-based Bancorp Financial, Inc. (“Bancorp Financial”),

Completion of the merger remains subject to approval by Bancorp Financial stockholders and the satisfaction of customary closing conditions. Old Second currently expects to close the transaction in July 2025.

Old Second operates 53 full-service banking branches primarily in the Kane, Cook, DeKalb, DuPage, Kendall, LaSalle and Will counties in Illinois, and Bancorp Financial maintains three banking locations in DuPage and Cook counties in Illinois, and one loan production office in Reno, Nevada.

“We are extremely pleased to have reached a significant milestone in receiving the regulatory approvals required to complete the proposed merger with Bancorp Financial,” commented James Eccher, Chairman, President and Chief Executive Officer of Old Second. “As we previously announced, we believe the combination of our two banks will significantly enhance our financial strength, competitive position in the Chicago metropolitan market and ability to serve the financial needs of our customers and communities. With overlapping core values and complementary product and service offerings, we believe this merger will create a stronger institution that is well-positioned to grow and benefit the stockholders of both Old Second and Bancorp Financial.”

Additional Information About the Merger and Where to Find It

INVESTORS AND STOCKHOLDERS OF BANCORP FINANCIAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Participants in the Solicitation

Cautionary Note Regarding Forward-Looking Statement

Statements included in this press release, which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the timing of the closing of the proposed merger. Words such as “may,” “anticipate,” “plan,” “estimate,” “expect,” “believe,” “project,” “assume,” “approximately,” “continue,” “should,” “could,” “will,” “poised,” “focused,” “targeted,” “opportunity,” “plans” and variations of such words and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:

●	the failure of Bancorp Financial to obtain stockholder approval, or the failure of either company to satisfy any of the other closing conditions to the transaction on a timely basis or at all;
●	the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; and
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●	other factors that may affect future results of Old Second and Bancorp Financial including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; changes in general economic conditions; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
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Old Second disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law. Additional factors that could cause results to differ materially from those described above can be found in Old Second’s Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the SEC and available on Old Second’s investor relations website, https://investors.oldsecond.com, under the heading “SEC Filings,” and in other documents Old Second files with the SEC.